-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lp4DRDWEqSizIdYnVjYL1V0Fncok6nWkwOfb4GRxx/yeukre41p+ogs7IPJlLJBV no8UV7TEzMxtuHqIwYLKXg== 0001144204-10-049782.txt : 20100917 0001144204-10-049782.hdr.sgml : 20100917 20100917060550 ACCESSION NUMBER: 0001144204-10-049782 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090226 FILED AS OF DATE: 20100917 DATE AS OF CHANGE: 20100917 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EnergyConnect Group Inc CENTRAL INDEX KEY: 0000944947 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 930935149 STATE OF INCORPORATION: OR FISCAL YEAR END: 0102 BUSINESS ADDRESS: STREET 1: 5335 SW MEADOWS ROAD STREET 2: SUITE 325 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 BUSINESS PHONE: 8664887642 MAIL ADDRESS: STREET 1: 5335 SW MEADOWS ROAD STREET 2: SUITE 325 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 FORMER COMPANY: FORMER CONFORMED NAME: MICROFIELD GROUP INC DATE OF NAME CHANGE: 20030519 FORMER COMPANY: FORMER CONFORMED NAME: MICROFIELD GRAPHICS INC /OR DATE OF NAME CHANGE: 19950504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aequitas Commercial Finance, LLC CENTRAL INDEX KEY: 0001286568 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26226 FILM NUMBER: 101077148 BUSINESS ADDRESS: STREET 1: 5300 MEADOWS ROAD STREET 2: SUITE 400 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 BUSINESS PHONE: 503-419-3500 MAIL ADDRESS: STREET 1: 5300 MEADOWS ROAD STREET 2: SUITE 400 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 FORMER NAME: FORMER CONFORMED NAME: DESTINATION CAPITAL LLC DATE OF NAME CHANGE: 20040408 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aequitas Capital Management Inc. CENTRAL INDEX KEY: 0001360663 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26226 FILM NUMBER: 101077147 BUSINESS ADDRESS: STREET 1: 805 SW BROADWAY, SUITE 560 CITY: PORTLAND STATE: OR ZIP: 97205 BUSINESS PHONE: 503-419-3500 MAIL ADDRESS: STREET 1: 805 SW BROADWAY, SUITE 560 CITY: PORTLAND STATE: OR ZIP: 97205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aequitas Management LLC CENTRAL INDEX KEY: 0001455890 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26226 FILM NUMBER: 101077150 BUSINESS ADDRESS: STREET 1: 5300 MEADOWS ROAD STREET 2: SUITE 400 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 BUSINESS PHONE: (503) 419-3500 MAIL ADDRESS: STREET 1: 5300 MEADOWS ROAD STREET 2: SUITE 400 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aequitas Holdings, LLC CENTRAL INDEX KEY: 0001501291 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26226 FILM NUMBER: 101077149 BUSINESS ADDRESS: STREET 1: 5300 MEADOWS ROAD, SUITE 400 CITY: LAKE OSWEGO STATE: OR ZIP: 97305 BUSINESS PHONE: (503) 419-3500 MAIL ADDRESS: STREET 1: 5300 MEADOWS ROAD, SUITE 400 CITY: LAKE OSWEGO STATE: OR ZIP: 97305 3 1 v196910_ex.xml X0203 3 2009-02-26 0 0000944947 EnergyConnect Group Inc ECNG.OB 0001455890 Aequitas Management LLC 5300 MEADOWS ROAD SUITE 400 LAKE OSWEGO OR 97035 0 0 1 0 0001501291 Aequitas Holdings, LLC 5300 MEADOWS ROAD, SUITE 400 LAKE OSWEGO OR 97305 0 0 1 0 0001286568 Aequitas Commercial Finance, LLC 5300 MEADOWS ROAD SUITE 400 LAKE OSWEGO OR 97035 0 0 1 0 0001360663 Aequitas Capital Management Inc. 5300 MEADOWS ROAD SUITE 400 PORTLAND OR 97035 0 0 1 0 Convertible Secured Promissory Note 0.0906 2009-02-26 2012-02-24 Common Stock 36504194 I See Footnotes The issuer executed a Business Loan Agreement and a Convertible Secured Promissory Note (the "Note"), both dated February 26, 2009, in favor of Aequitas Commercial Finance, LLC ("ACF") pursuant to which the issuer may borrow up to $5,000,000 from ACF. Amounts repaid by the issuer under the Note may be re-borrowed. Effective December 23, 2009, the issuer executed a First Amendment to Business Loan Agreement and Convertible Secured Promissory (the "Note Amendment") amending the Note and related Business Loan Agreement. Among other things, the Note Amendment: (a) extended the maturity date of the Note from January 1, 2011 to February 24, 2012, and (b) made the entire outstanding principal amount of, and all accrued and unpaid interest due under, the Note convertible in shares of common stock of the issuer. On September 8, 2010, ACF converted all but a nominal amount of the outstanding principal amount of, and accrued but unpaid interest due under, the Note into shares of the issuer's common stock. Concurrently with the filing of this Form 3, the reporting persons are filing a Form 4 to report the partial conversion of the Note. The number of securities underlying the Note reported on this Form 3 reflects the outstanding principal amount of, and accrued but unpaid interest due under, the Note as of immediately prior to that conversion. ACF is the direct beneficial owner of the securities underlying the Note. As of the date of this Form 3, ACF also owns directly 2,914,431 shares of common stock of the issuer and indirectly, through its wholly-owned subsidiary, Christenson Leasing Company, 400,000 shares of the issuer. Each of Aequitas Management, LLC ("AML"), Aequitas Holdings, LLC ("Holdings") and Aequitas Capital Management, Inc. ("ACM") may be deemed to be the indirect beneficial owner of the securities of the issuer that ACF owns. The reporting persons disclaim beneficial ownership of the reported securities and the other securities described in this Form 3 except to the extent of their pecuniary interest, if any, therein. As of the date of this Form 3, ACM is the direct beneficial owner of 267,946 shares of common stock of the issuer and warrants to purchase an additional 652,767 shares of common stock of the issuer. AML and Holdings may be deemed to be the indirect beneficial owner of the securities of the issuer that ACM directly owns. The reporting persons disclaim beneficial ownership of the reported securities and the other securities described in this Form 3 except to the extent of their pecuniary interest, if any, therein. /s/ Robert J. Jesenik, President 2010-09-16 /s/ Robert J. Jesenik, President 2010-09-16 /s/ Robert J. Jesenik, Chief Executive Officer of Aequitas Capital Management, Inc., the Manager Of Aequitas Commercial Finance, LLC 2010-09-16 /s/ Robert J. Jesenik, Chief Executive Officer 2010-09-16 -----END PRIVACY-ENHANCED MESSAGE-----